The adverse impact of obesity on insulin resistance and breast cancer prognosis is a matter of exceptional concern for African-American (AA) breast cancer survivors since a greater proportion of AAs than Caucasians are obese, insulin-resistant and diabetic. This proposal seeks to develop a culturally-tailored weight loss intervention for obese AA breast cancer survivors who have been free of recurrence. Weight loss requires a lifestyle change, and this cannot be done without consideration of the framework on which one's lifestyle is based. Weight loss counseling that incorporates spirituality may be especially relevant to AA women since they are more likely to rely on spiritual influences for support in their lives. All participants will receive 6 months of individualized dietary and exercise counseling combined with attendance at Weight Watcher's group meetings, an approach that we used to previously to effect a mean weight loss of 10% of initial body weight in 6 months. After learning basic weight loss behaviors, methods to integrate these new behaviors into each individual's lifestyle are needed to prevent regain and/or continue with loss to goal weight. Half the participants will be randomized to receive spirituality counseling for weight management from 6 to 18 months of intervention. This will be an attempt to strengthen spiritual beliefs which can then be used for dealing with areas important in long-term weight management: 1) coping in a crisis, 2) setting priorities, 3) dealing with emotional issues which trigger old behavior patterns and 4) developing accountability for following desired diet and exercise patterns. The non-denominational spirituality counseling will be individualized and based on each subjects' own relationship to a Higher Power. I will use an 8-component theoretical framework that we have modified from successful 12-step behavior change programs and faith-based weight loss programs used in the community. The tools used to achieve this will include meditation, readings, and the recording of thoughts. This feasibility study should allow us to develop the methods needed to interface spirituality counseling with more traditional weight loss approaches, and this can then be tested more fully in larger and longer-term studies. [unreadable] [unreadable] [unreadable]